Samsonite Group S.A. — Proxy Solicitation & Information Statement 2011

Jun 27, 2011

ETERNITY INVESTMENT LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 764)

FORM OF PROXY

Form of proxy for use by shareholders of Eternity Investment Limited (the "Company") at the special general meeting (the "Meeting") to be convened at Macau Jockey Club, Function Room, 1st Floor, China Merchants Tower, Shun Tak Centre, 168-200 Connaught Road Central, Hong Kong on Thursday, 14 July 2011 at 2:15 p.m. (or any adjournment thereof).

I/We (note a)

of

being the holder(s) of (note b)

ordinary shares of HK$0.01 each of the Company hereby appoint the Chairman (the "Chairman") of the Meeting

or

of

to act as my/our proxy (note c) at the Meeting to be held at Macau Jockey Club, Function Room, 1st Floor, China Merchants Tower, Shun Tak Centre, 168-200 Connaught Road Central, Hong Kong on Thursday, 14 July 2011 at 2:15 p.m. (or at any adjournment thereof) and to vote on my/our behalf as directed below.

Terms used in this form of proxy shall have the same meanings as defined in the circular of the Company dated 28 June 2011 unless the context requires otherwise.

Please tick ("√") in the appropriate box to indicate how you wish your vote(s) to be cast (note d).

Ordinary Resolution	For	Against
To approve the Open Offer and the issue of the Offer Shares and to authorise the Directors to do all acts and things in connection with the allotment and issue of the Offer Shares, the implementation of the Open Offer and the Underwriting Agreement, the exercise or enforcement of any of the Company’s rights under the Underwriting Agreement and to make and agree such variations of the terms of the Underwriting Agreement.

Dated this __ day of __ 2011

Signature: _____ (notes e to i)

Notes:

a. Full name(s) and address(es) are to be inserted in BLOCK CAPITAL LETTERS.
b. Please insert the number of ordinary shares to which this form of proxy relates in the space provided. If no number is inserted, this form of proxy will be deemed to relate to all ordinary shares registered in your name (whether alone or jointly with others).
c. A proxy need not be a member of the Company. If you wish to appoint some person other than the Chairman of the Meeting as your proxy, please delete the words “the Chairman of the Meeting or” and insert the name and address of the person appointed proxy in BLOCK CAPITAL LETTERS in the space provided. If a proxy is attending the Meeting on your behalf, such proxy shall produce his/her own identity paper.
d. If you wish to vote for the resolution set out above, please tick (“√”) the box marked “For”. If you wish to vote against the resolution, please tick (“√”) the box marked “Against”. If this form returned is duly signed but without specific direction on the proposed resolution, the proxy will vote or abstain at his/her discretion in respect of the resolution. A proxy will also be entitled to vote at his/her discretion on any resolution properly put to the Meeting other than those set out in the notice convening the Meeting.
e. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation must be either executed under its common seal or under the hands of an officer or attorney or other person duly authorised.
f. In order to be valid, this form of proxy together with any power of attorney or other authority under which it is signed, or a certified copy of such power of attorney or authority must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Standard Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong by not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof.
g. Completion and return of this form of proxy shall not preclude you from attending and voting in person at the Meeting or at any adjourned meeting should you so wish.
h. In the case of joint holders, the vote of the senior who tenders a vote, whether present in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s), and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.
i. Any alteration made to this form should be initialled by the person who signs the form.